Infopaper

Digitalisation of Board Processes –

Opportunity to improve board effectiveness
Today’s board confronts significant oversight accountability
– alongside personal liability – that’s part and parcel of an
increasingly complex compliance landscape.

What’s more, the uptick in shareholder activism means boards

now need to evaluate deals and decisions with greater diligence
than a decade ago, as investors and regulators have become less
forgiving and are quick to issue challenges to board decisions
perceived to impact on shareholder value.

As the definition of board effectiveness changes, boards are

embracing digitalisation in bid to become more high performing
and respond to globalisation and today’s fast-paced business
environment pressures.

A paper tiger
While individual board members are undoubtedly becoming more
tech-savvy, boardroom methodologies and workflows remain
firmly wedded to the past. With one in six board members over
65, and the average board member aged 57 years old, it’s perhaps
not surprising that so many of today’s boards remain resolutely
analogue in an accelerating digital world.

£40,000
Unfortunately, this means huge amounts of time and money are
being burnt by slow and inefficient workflows. It’s been reported
that FTSE 100 and 250 companies are spending over £40,000
developing and distributing printed board packs on an annual Companies burn over £40k a year on
basis. The costs of such a traditional approach to board materials a manual process
can quickly spiral when you factor in secretarial time, administration
costs, print production and courier costs in preparation for the
average board meeting.

This traditional approach isn’t just costly and inefficient, it’s poorly
adapted to the needs of modern business. Today’s board directors
aren’t restricted to a central location – like everyone else in the
digital world, they rely on mobile connectivity and remote access
to do business on-the-go. In an environment of intense global
competition, board directors need to be able to make decisions
quickly, in the midst of a hectic schedule, anywhere and anytime.

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The digital board – what’s different?
It’s time to drag the boardroom into the 21st Century. With a digital
board portal - secure, web-based workspace designed specifically
for board directors,executives and administrators, it’s possible to
dramatically cut boardroom expenditure while boosting flexibility
and efficiency.

Even if your board directors are scattered across multiple time-

zones, a digital workspace ensures confidential papers always
remain at their fingertips - securely accessible from anywhere, at
any time and on any device. A digital boardroom also accelerates
crucial decision-making by allowing directors to vote on issues
online, from anywhere, at the same or different times. They can
also electronically annotate documents, sharing comments instantly
with executives and other board members. Of course, these digital
capabilities also need to be easy-to-use; directors can’t afford to
waste valuable time wrestling with complex systems. Flexible & Efficient
Board portals can deliver an ROI
Meanwile, automated workflows for administration and document in just four months
collaboration make the digital boardroom far more efficient.
Company Secretaries can quickly and cost-effectively create and
distribute board packs in a native environment such as Microsoft
Office, notify directors of changes, or update and amend
documents in real-time. In particular, by simplifying the process of
revising multiple versions of the same document, boards are far
more capable of responding quickly to urgent items.

It is no suprise that board portals can generate an ROI on the

production and distribution of board packs in just four months. As
well as streamlining the information exchange process, the digital
board is well equipped to demonstrate process compliance with
local regulatory requirements. The ability to provide an electronic
audit trail of documents sent and received, together with the
capture of review notes and commentaries, is especially crucial for
organisations operating in countries where variants of the Business
Judgment Rule apply and informed decisions are crucial to the
accountability of board members – typically this includes countries
such as the US, Canada, Australia, Germany, England and Wales.

Tackiling the cyber breach challenge

Data breaches pose a substantial risk to directors, executives and
corporations. A recent survey by Brainloop, conducted at the ICSA
Conference 2016, confirms that cyber-security awareness is at an
all-time high, with over two-thirds of those organisations surveyed
saying that cyber security is now a pressing board issue.
Considering the financial and reputational impact posed by a

60%
potential cyber breach, it would be astonishing if boardroom
engagement with cyber risk management was not a top priority.
But with cybercrime incidents in the UK up 20% since 2014,
the board itself also has a major role to play in battening down
Over 60% of boards are
potential vulnerabilities. That’s especially true when it comes to
cyber-security conscious
securing its own communications and board materials.
A data breach at board level would be catastrophic for many UK
businesses. According to 81% of respondents participating in the
Brainloop survey, the loss or leakage of board papers would prove
highly damaging for their business.

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Yet many boardrooms remain at risk. Almost half (48%) of the
organisations surveyed confirmed they still use traditional methods
to create board information packs, the majority of which are then
distributed as hard copies.

Clearly, boardroom methodologies and workflows remain firmly

48%
wedded to the past, despite the fact that many boardrooms say
they are well aware of the damage that a data breach could cause.
That includes using convenient yet insecure channels – like email
– to communicate confidential board information on a day-to- of boards still manually create and
day basis. It’s this approach that puts board communications and distribute board packs
company data at risk of interception by criminals.

Securing boardroom communications

The digital boardroom is able to eradicate the inherent risk
involved in the production and manual distribution of paper-based
board papers via insecure post and courier methods. Confidential
documentation can be provided via a centralised secure vault that’s
protected by strict access controls. Ensuring the board’s activities
stay confidential at all times – and that documentation no longer
needs to be printed.

It’s an approach that has delivered a secure and efficent way

of making confidential meeting documents available to board
directors for Nabarro LLP.

«As an international law firm, we needed a system that would

preserve the confidential nature of the documents we use but at
the same time facilitate the easy dissemination of those documents
to busy board members often working in different offices or on
the move. We use Brainloop’s system to distribute encrypted
documents in a secure digital boardroom. Board members have
the board papers readily to hand on their iPads including those
relating to past meetings. The security and ease of distribution is
just what we wanted».

Helvetia, a Swiss insurance company, has addressed the security «We use Brainloop‘s system ... the
concerns by utilising a board portal to eliminate the laborious
burden of encrypting and distributing confidential board papers by security and ease of distribution is just
email. Helvetia now uses a secure board portal to ensure immediate what we wanted.»
and secure information exchange that features advanced document
encryption alongside a fully compliant audit trail. Graham Stedman, Senior Partner

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Navigating user challenges
The introduction of digitalisation involves the use of tablets and
browser-based solutions that may be a challenge for those who
are not digital natives. For this reason, digital solutions need to
be intuitive to use and a carefully planned phased introduction
programme needs to be put into place to ensure everyone can get
up and running smoothly.

It’s an approach that paid dividends for Helvetia, which

implemented iPads for its members and support for board
«User acceptance (of Brainloop Board
members as they transitioned from paper based processes to Portal) is really good – and that’s very
fully digital documentation access and collaboration processes.
Additional support services were put in place to respond to help
important when you want people to
requests and user uptake and acceptance was fast. Today around actually use a software solution.»
40 people in multiple locations are using the system, which is fully
compliant with the privacy policies of a number of global territories, Christophe Niquille,
to securely access and work with documentation and participate in Secretary-General of Helvetia
digital voting processes.

Moving security and efficiency

into the boardroom
Whether directly or indirectly, every business is now a digital
business. If directors are to help their organisations successfully
navigate today’s digital rapids, they need to harness the
potential of digital to drive cost-savings and efficiencies in the
boardroom itself. To that end, it’s time for every business to
bring the digital revolution home.

Brainloop Boardroom™ is a portal for board, executive and

administrative teams to manage communications efficiently and
securely. It is used by companies worldwide, including over 60%
of Germany’s DAX30 blue-chip groups.

Brainloop. simply secure.

Brainloop is a leading provider of solutions for enterprise-wide
collaboration on confidential information and documents,
both within the company and beyond. Brainloop, which is
headquartered in Munich, Germany and has subsidiaries in
Austria, Switzerland, France, and the UK, was founded in 2000. The
company counts a large number of midsized, Fortune and FTSE
companies among its customers, as well as most of Germany’s DAX
30 blue-chip groups.

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